TTZ Media Partner Agreement

This is an agreement between TTZ Media, Inc. ("TTZ Media") and you ("you" or "Associate") to use the TTZ Media Material(s). You first need to read and agree to the terms of TTZ Media Associate Agreement. If the terms are acceptable to you, you may apply to join the TTZ Media Associate Program.

You agree to the following terms and conditions in order to use the TTZ Media Materials:

1. Agreement
   

   By submitting a complete Application, you acknowledge and agree that you have read and understand this Agreement, and that if your Application is accepted, this Agreement shall, immediately upon such acceptance, become a legal agreement between you and TTZ Media. The terms and conditions of this Agreement shall govern your participation in the TTZ Media Associate Program.

2. Definitions
   

   For purposes of this Agreement, the following terms will have the indicated meanings:
   

   1. "Associate" or "you": The name of the company or individual or other corporate entity provided in the Application.
   2. "Associate's Web Site" or "Your Web Site": Your Internet web site, as indicated in your Application under "URL of Site."
   3. "TTZ Media Materials": any Links, Marks or Keywords.
   4. "TTZ Media Web Site": The web site located at the Uniform Resource Locator www.TTZ Media or through another URL belonging to TTZ Media, or any other web site owned or operated by TTZ Media including, without limitation, co-brand sites and private label sites that are powered by TTZ Media.
   5. "Keywords": Those shopping-related and other words or phrases provided by TTZ Media to be used in targeting promotion of the Links.
   6. "Link": any Web page URL, banner or button advertisement, or other graphical or text element, provided by TTZ Media under this Agreement and containing one or more Marks and a link to a page on the TTZ Media Web site.
   7. "Marks": Any or all of the trademarks, service marks, logos and/or other proprietary property owned or licensed by TTZ Media.
   8. "Merchant Referral": Each time during a Visit that a Visitor unrelated to you accesses the Web site of an online merchant by clicking on a store offer included in TTZ Media's merchant deals listings for which TTZ Media is compensated by the merchant, as measured using TTZ Media's standard tracking methods.
   9. "Net Revenue": The revenues invoiced and collected by TTZ Media that are directly generated from Merchant Referrals and from "Additional Resources" links during Visits.
   10. "Referral": An instance in which a Visitor unrelated to you accesses the TTZ Media Web Site by clicking on a Link on your Web Site and is successfully served a page of the TTZ Media Web Site (i.e., so that the page is fully loaded without an error and displayed in the Visitor's browser at its proper TTZ Media URL), in accordance with TTZ Media's published Privacy Policy and Spam Policy, and as measured using TTZ Media's standard tracking methods.
   11. "Visit": A usage session on a TTZ Media Web Site that is initiated by a Referral and ends with 30 minutes of browser inactivity on the TTZ Media Web Site.
   12. "Visitor": A natural person (e.g., as opposed to a "bot" or other automated process) in the United States or Canada.
3. Enrollment in the Associate Program
   

   To apply for enrollment in the Associate Program, you must accept the terms of the Associate User Agreement, then fill out an online application to our program. TTZ Media will notify you of TTZ Media's acceptance or rejection of your application. TTZ MEDIA MAY REJECT YOUR WEB SITE FOR ANY REASON WHATSOEVER, IN TTZ MEDIA'S SOLE DISCRETION, INCLUDING BUT NOT LIMITED TO A DETERMINATION THAT YOUR WEB SITE: (1) is unsuitable for or incompatible with the Associate Program; (2) incorporates images or content that is in any way libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, hateful, harmful, harassing, racially or ethnically discriminatory or otherwise objectionable; (3) incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights; (4) is an incentive-based Web site, such as a lottery or sweepstakes site which rewards users for clicking on links; (5) engages in activities that violate the TTZ Media Privacy Policy or Spam Policy; or (6) openly encourages users to click on banner ads or other sponsored links to support the site.

4. Your Obligations
   
   1. Placement of TTZ Media Links. If you are approved as an Associate, you will be provided with access to a variety of TTZ Media Links, which may include any number of graphical and textual links and banner advertisements (each TTZ Media Link sometimes being referred to herein as the "Links", or individually as a "Link"). Subject to the terms and conditions hereof, you may display these Links on your Web Site, placing and using any Link in as many areas on your Web Site as you desire.
   2. You agree to:
      a) cooperate fully with TTZ Media to establish and maintain such Links, b) display the Links prominently throughout your Web Site, and c) use the Links only in order to provide Referrals directly to the TTZ Media Web site and to promote your ability to do so pursuant to this Agreement.
   3. You agree not to:
      a) present the Links or any images or Marks comprising the Links in combination with any other name or mark, in connection with your own goods or services, or in any manner that may suggest or imply that you or your goods or services are supplied by, sponsored by, endorsed by or associated with TTZ Media, b) alter or change the look, feel or functionality of any Link without TTZ Media's express prior written consent, c) use links to the TTZ Media Web site other than the Links provided by or approved by TTZ Media, and d) use the Links in any way that may alter the look, feel or functionality of the TTZ Media Web Site. TTZ Media has the right to monitor your Web Site to determine if you are in compliance with this Agreement.
   4. Solicitation. You will not use any information gained through participation in the TTZ Media Associate Program to solicit any TTZ Media advertiser or client without the prior written approval of TTZ Media.
   5. Your Web Site. You agree that you are solely responsible for, and will defend, indemnify and hold TTZ Media harmless from and against any and all costs, expenses, losses, damages and liabilities arising from or in connection with, the development, maintenance and operation of your Web Site and for all materials and content that appear on your Web Site, other than TTZ Media Materials when used in accordance with the terms of this Agreement.
   6. Publicity. You may not create, publish, or distribute any item that references TTZ Media without first submitting those items to TTZ Media for approval and receiving TTZ Media's written consent.
   7. Content of Site. You represent and warrant that your Web Site does not and shall not contain objectionable material, including without limitation pornography, obscene language or content, or support for violent or hate groups. Your website must also be a website of its own content, and your website must not be a plagarized website intended to divert traffic from the original website.
   8. Use of Marks. Under no circumstances may you use TTZ Media's Marks for any purpose other than the placement of Links on your Web site in accordance with this agreement. You specifically acknowledge that entry into any agreement with a third party for the purchase of traffic involving keywords that are identical to or similar to any of TTZ Media's Marks will constitute a breach of this agreement and will also constitute trademark infringement.
5. Ownership and Limited License
   
   1. License. Subject to the terms and conditions of this Agreement, TTZ Media grants you a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free license during the term of this Agreement to use the TTZ Media Materials on your Web Site, solely in connection with the exercise of your rights under this Agreement.
   2. Ownership. You acknowledge that TTZ Media now and at all times hereafter is the exclusive owner of all right, title and interest in and to all TTZ Media Materials. You receive and acquire no license(s) with respect to any TTZ Media Materials except as expressly granted in this Agreement. You agree that you will not assert any copyright, trademark or other intellectual property ownership or other proprietary rights in any TTZ Media Materials, or any part of these items or in any derivative work of these items. Except for the right to use the TTZ Media Materials as set forth in Section 4 and 5 of this Agreement, nothing contained in this Agreement shall be construed to grant you any right, title or interest in or to any intellectual property of TTZ Media including, without limitation, any Keyword list, Link and/or Mark and you are prohibited from making any use thereof of any nature except as expressly authorized in this Agreement. You agree that you will not adopt, use or attempt to register any trademarks or trade names that are confusingly similar to the Marks or in such a way as to create combination marks or otherwise.
6. Payment and Reporting
   
   1. Amount. TTZ Media will pay you for referral click in generated in each calendar month (the "Commission"). The Cost Per Click rate is based on number of clicks and product category as well as revenue raised. TTZ Media may, at its sole discretion, adjust this fee at any time and is under no obligation to offer the same fee to every Associate. You acknowledge and agree that TTZ Media pays Commissions based only on TTZ Media's standard tracking methods.
   2. Terms. TTZ Media will pay you forty-five days (45) after the end of each calendar month for all Commissions due under subsection (a) from such month, less any taxes TTZ Media may be required to withhold, and less any amount TTZ Media determines, in its sole, good faith discretion, was not validly earned from proper use of the Links. However, if Commissions earned during any calendar month are less than $25.00, the money earn will be rollover into the follow month(s) until the $25.00 limit is achieved.
   3. Payment of commissions will be made by PayPal at no fee to you if your balance is greater than $25.00. It is your responsibility to make sure the PayPal email you have on record is correct and up to date. The minimum payout for a check payment is $100.00. There is no fee for receiving a check payment. The minimum payout for receiving a wire transfer is $250. There is a $30 fee for receiving a wire.
   4. Reporting. TTZ Media will provide you with the ability to obtain a password that will enable you to enter a reporting site or an area of a reporting site made available by TTZ Media.
7. Representations and Warranties
   
   1. Your Warranties. You represent and warrant that: (i) you have full power and authority to enter into this Agreement, (ii) the content on your Web Site, the technology used by you in connection with your Web Site, and the means by which users access your Web Site (a) are owned, validly licensed for use by you or in the public domain; (b) do not constitute defamation, libel, obscenity or violate any rights of publicity or privacy; (c) do not infringe or violate any copyright, patent, trademark or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of any person or entity, including without limitation, rights of privacy and publicity; (d) do not result in any consumer fraud, product liability, breach of contract to which you are a party or cause injury to any third party, and (e) do not influence a search engine's result in a way that violates such search engine's published policies including without limitation its "spam" policy. You agree to defend, indemnify and hold TTZ Media harmless from and against any and all losses, costs, claims, liabilities, damages, suits, actions or expenses (including, without limitation, reasonable attorneys' fees) arising from or in connection with any breach of these warranties or this Agreement.
   2. Disclaimer of Warranty. TTZ MEDIA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE TTZ MEDIA WEB SITE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In addition, TTZ Media makes no representation or warranty that the Links, the tracking data, the operation of the TTZ Media Web Site, or Be Free's procedures and systems for tracking Referrals generated by your Web Site will be uninterrupted or error-free, and TTZ Media will not be liable for the consequences of any interruptions or errors.
8. Confidentiality
   

   During the term of this Agreement, each party to this Agreement may receive or have access to certain information from or about the other party that such other party may consider confidential ("Confidential Information"). Confidential Information does not include information that is generally known and available, or in the public domain through no fault of the receiving party. Confidential Information includes any Keywords and TTZ Media statistics, whether individually or compilations thereof. The receiving party agrees (i) not to disclose any Confidential Information to any third parties, (ii) not to use any Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement and (iii) to keep the Confidential Information confidential using the same degree of care the receiving party uses to protect its own confidential information, as long as it uses at least reasonable care. Each party acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow one party or third parties to unfairly compete with the other party resulting in irreparable harm to non-breaching party and, therefore, that upon any such breach or threat thereof, the non-breaching party shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law. In addition, if the non-breaching party prevails in any legal dispute hereunder, it shall be entitled to collect its reasonable attorneys' fees and expenses. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the New York state and U.S. federal courts having within their jurisdiction the location of TTZ Media's principal place of business. Each party consents to the jurisdiction of such courts. All obligations under this Section 8 survive for 3 years after termination of the Agreement.

9. Limitation of Liability
   

   TTZ MEDIA WILL NOT BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT TTZ MEDIA WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL TTZ MEDIA'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT OF COMMISSION PAYMENTS MADE TO YOU UNDER THIS AGREEMENT.

10. Indemnification
    

    You shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against TTZ Media, arising from or in connection with a breach of any warranty, representation or covenant made by you under this Agreement. TTZ Media shall cooperate with you, at your expense, in defending or settling such claim. You will not enter into any settlement or compromise of any such claim without TTZ Media's prior written consent, which shall not be unreasonably withheld.

11. Term and Termination
    
    1. Term. The term of this Agreement (the "Term") shall commence on the date this Agreement has been fully executed and shall continue until terminated as provided herein.
    2. Termination. Either party may terminate this Agreement immediately for any reason. c. Effect of Termination. Upon the termination of this Agreement for any reason (i) all license rights granted herein shall terminate immediately, and you shall immediately cease use of the TTZ Media Materials.
12. Miscellaneous
    
    1. Survival. In the event of any termination or expiration of this Agreement for any reason, Sections 4b, 4c, 4d, 4f, 5b, 7, 8, 9,and 10 shall survive termination.
    2. Amendments. TTZ Media may change the terms and conditions of this Agreement by posting notice of such change on the TTZ Media Web Site. Any use of the TTZ Media Materials after such notice is posted or delivered shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.
    3. Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except to the surviving entity in a merger or consolidation in which it participates or to a purchaser of all or substantially all of its assets, so long as such surviving entity or purchaser shall expressly assume in writing the performance of all of the terms of this Agreement.
    4. No Third Party Beneficiaries. All rights and obligations of the parties hereunder are personal to them. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.
    5. Governing Law. This Agreement will be governed and construed in accordance with British Columbia law, without regard to conflict of law principles. Any dispute or claim between the parties, whether or not arising out of or in connection with this Agreement, shall be finally settled by binding arbitration in Vancouver, British Columbia under the Commercial Rules of the Canadian Arbitration Association by one arbitrator appointed in accordance with said rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
    6. Independent Contractors. The parties are independent contractors. This Agreement shall not be construed to create a joint venture or partnership between the parties. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.
    7. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party.
    8. Compliance with Law. Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement.
    9. Entire Agreement. This Agreement, the Exhibits hereto, and the accompanying Application constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements with respect to the subject matter hereof.
    10. Severability. If any provision of this Agreement shall be held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.
    11. Waiver. The terms or covenants of this Agreement may be waived only by a written instrument executed by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Agreement.
    12. Section Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
    13. Foreign Web Sites. IN ADDITION TO ALL OTHER CRITERIA CONSIDERED BY TTZ MEDIA WITH RESPECT TO THE APPLICATION OF A PROSPECTIVE ASSOCIATE, NO APPLICANT SHALL BE ADMITTED TO THE ASSOCIATE PROGRAM UNLESS SUCH APPLICANT'S WEB SITE IS LOCATED WITHIN THE UNITED STATES OF AMERICA OR CANADA, AS DETERMINED BY TTZ MEDIA IN ITS SOLE DISCRETION. TTZ MEDIA MAY MODIFY ITS ASSOCIATE PROGRAM AT ANY TIME TO ALLOW APPLICANTS AND AFFILIATES FROM COUNTRIES OTHER THAN THE UNITED STATES OF AMERICA AND CANADA, BUT SHALL BE UNDER NO OBLIGATION TO DO SO.

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